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Corporate Law
GmbH vs. UG: Which legal form is right for you?
- A GmbH and a UG are both limited liability companies.
- Forming a GmbH requires significantly higher share capital.
- The conversion of a UG into a GmbH is carried out through a capital increase.
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Real Estate Law
What is a Heritable Building Right Agreement?
- The heritable building right entitles the leaseholder to acquire ownership of a building constructed on land owned by another party.
- The heritable building right provides a way to acquire ownership of a house without having to purchase the underlying land.
- The leaseholder must pay the landowner a ground rent for the use of the property.
- Heritable building rights are generally granted for a fixed term (e.g. 100 years).
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Corporate Law
The Sale of GmbH Shares
- The purchase agreement for GmbH shares must be notarised.
- Whether the shares can be freely transferred depends on the provisions of the company’s articles of association. Restrictions on transferability may also be stipulated in shareholders’ agreements.
- The notarial fees are based on the value of the shares.
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Corporate Law
Withdrawal from a Limited Liability Company (GmbH)
- The right to withdraw exists in three cases, when there is good cause, when the articles of association permit withdrawal, or when a corresponding agreement has been concluded.
- The withdrawing shareholder is entitled to receive a compensation payment from the company.
- The company may decide how to dispose of the shares, either by redeeming them or by transferring them to third parties.
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Real Estate Law
What Is a Developer Contract?
- A developer contract is an agreement covering both the purchase of a plot of land and the construction of a building.
- It is a mixed-type contract combining a purchase agreement with a construction (works) contract.
- A developer contract requires notarisation.
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Real Estate Law
What Is a Declaration of Division?
- The partition declaration is the fundamental prerequisite for establishing condominium ownership or partial ownership in a property.
- If individual units are to be sold, the ownership structure must first be divided before any transfer of title can occur.
- The partition declaration is typically notarised so that it can be referenced directly in a sale and purchase agreement.
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